Compensation of the Supervisory Board

The Supervisory Board is compensated based on the relevant provisions of the Articles of Incorporation, which were approved by a large majority at the Annual Stockholders’ Meeting on April 28, 2017. The compensation of the Supervisory Board was thus increased by 10% with effect from April 29, 2017.

The members of the Supervisory Board now receive fixed annual compensation of €132 thousand (2016: €120 thousand) plus reimbursement of their expenses.

In accordance with the recommendations of the German Corporate GovernanceCorporate governancecomprises the long-term management and oversight of the company in accordance with the principles of responsibility and transparency. The German Corporate Governance Code sets out basic principles for the management and oversight of publicly listed companies. Code, additional compensation is paid to the Chairman and Vice Chairman of the Supervisory Board and for chairing and membership of committees. As of April 29, 2017, the Chairman of the Supervisory Board receives fixed annual compensation of €396 thousand (2016: €360 thousand), the Vice Chairman €264 thousand (2016: €240 thousand). These amounts also cover membership and chairmanship of committees. The other members receive additional compensation for committee membership. The chairman of the Audit Committee receives an additional €132 thousand (2016: €120 thousand), the other members of the Audit Committee €66 thousand (2016: €60 thousand) each. The chairmen of the remaining committees receive €66 thousand (2016: €60 thousand) each, the other members of those committees €33 thousand (2016: €30 thousand) each. As before, no additional compensation is paid for membership of the Nominations Committee. A Supervisory Board member who is a member of more than two committees receives compensation only for the two committees with the highest compensation. If changes are made to the Supervisory Board and / or its committees during the year, members receive compensation on a prorated basis. As in the past, the members of the Supervisory Board also receive an attendance fee of €1 thousand each time they personally attend a meeting of the Supervisory Board or a committee. The attendance fee is limited to €1 thousand per day.

The members of the Supervisory Board have given a voluntary pledge that they will each purchase Bayer shares for 25% of their pretax fixed compensation, including any additional compensation for committee membership, and hold these shares for as long as they remain members of the Supervisory Board. This does not apply to members who are prevented from purchasing shares due to a service or employment contract with a company or who transfer at least 85% of their fixed compensation to the Hans Böckler Foundation in accordance with the rules of the German Trade Union Confederation or whose service or employment contract with a company requires them to transfer such compensation to that company. If less than 85% of the fixed compensation is transferred, the voluntary pledge applies to the portion not transferred. The obligation to purchase Bayer shares was adjusted in 2017 and now only applies for the first five years of membership of the Supervisory Board; these shares must then be held until membership of the Supervisory Board ceases. Bayer shares acquired prior to 2017 in connection with the voluntary pledge are taken into account for this purpose. By voluntarily pledging to invest in and hold Bayer shares, the Supervisory Board members reinforce their interest in the long-term, sustainable success of the company.

Compensation of the Supervisory Board in 2017

The following table shows the components of each Supervisory Board member’s compensation for 2017.

Compensation of the Members of the Supervisory Board of Bayer AG in 2017

Fixed compensation

Attendance fee

Total

2016

2017

2016

2017

2016

2017

€ thou­sand

€ thou­sand

€ thou­sand

€ thou­sand

€ thou­sand

€ thou­sand

1

Member of the Supervisory Board since April 28, 2017

2

Member of the Supervisory Board since June 4, 2017

3

Member of the Supervisory Board since October 1, 2017

4

Member of the Supervisory Board until April 28, 2017

5

Member of the Supervisory Board until June 4, 2017

6

Member of the Supervisory Board until September 30, 2017

7

Member of the Supervisory Board until April 29, 2016

Members of the Supervisory Board serving as of December 31, 2017

Dr. Paul Achleitner

180

192

5

5

185

197

Dr. Simone Bagel-Trah

120

128

5

3

125

131

Dr. Norbert W. Bischofberger1

–

92

–

3

–

95

André van Broich

150

170

5

6

155

176

Thomas Ebeling

120

128

4

4

124

132

Dr. Thomas Elsner1

–

134

–

7

–

141

Johanna W. (Hanneke) Faber

81

128

2

4

83

132

Colleen A. Goggins1

–

90

–

3

–

93

Heike Hausfeld1

–

112

–

4

–

116

Reiner Hoffmann

127

128

5

2

132

130

Frank Löllgen

173

192

8

8

181

200

Prof. Dr. Wolfgang Plischke

162

256

5

8

167

264

Petra Reinbold-Knape

180

192

5

4

185

196

Detlef Rennings2

–

76

–

3

–

79

Sabine Schaab3

–

36

–

3

–

39

Michael Schmidt-Kießling

120

128

4

5

124

133

Dr. Klaus Sturany

240

256

9

9

249

265

Werner Wenning (Chairman)

360

384

9

10

369

394

Prof. Dr. Otmar D. Wiestler

150

160

4

6

154

166

Oliver Zühlke (Vice Chairman)

240

256

9

8

249

264

Members who left the Supervisory Board in 2016 and 2017

Dr. Clemens Börsig4

120

39

5

2

125

41

Dr. Thomas Fischer4

180

58

9

4

189

62

Yüksel Karaaslan5

150

65

5

2

155

67

Petra Kronen6

150

105

4

3

154

108

Dr. Helmut Panke7

59

–

4

–

63

–

Sue H. Rataj4

120

39

5

2

125

41

Heinz Georg Webers4

120

39

5

2

125

41

Prof. Dr. Dr. Ernst-Ludwig Winnacker7

59

–

2

–

61

–

Total

3,361

3,583

118

120

3,479

3,703

In addition to their compensation as members of the Supervisory Board, those employee representatives who are employees of Bayer Group companies receive compensation unrelated to their service on the Supervisory Board. The total amount of such compensation in 2017 was €767 thousand (2016: €939 thousand).

No compensation was paid or benefits granted to members of the Supervisory Board for personally performed services such as consultancy or agency services. The company has purchased insurance for the members of the Supervisory Board to cover their personal liability arising from their service on the Supervisory Board.